California Association Of

“The organization has one class of voting member: nonprofit legal entities formed under the laws of california (whether as corporations, unincorporated associations, or trusts) or who maintain their principal office in california, and have been recognized by the internal revenue service as exempt from federal income tax under section 501(c)(3) of the u.s. Internal revenue code, and as exempt from california franchise taxes under section 23701(d) of the california revenue and taxation code, and whose letters determining that status from the irs and the ftb remain unrevoked.”

“In accordance with the bylaws, the members shall elect the number of directors that is the smallest whole number that is at least two-thirds of the total authorized number of directors. The remaining directors shall be elected by the board of directors.”

“In accordance with the organization's bylaws, members of the organization who are in good standing shall have the right to vote on: the election of directors; the removal of directors without cause; filling any vacancy caused by the removal of a director by the members; changing the number of directors if fixed in the bylaws, changing the maximum or minimum number of directors if a range is stated in the bylaws, or changing the bylaws from a fixed number of directors to a range or vice versa; any amendment to the bylaws which adversely affects member rights to vote or to transfer their memberships or as further provided under the california nonprofit public benefit corporation law; all amendments to the articles of incorporation of the organization, except for amendments permitted to be adopted by the board of directors alone under section 5812(b) of the california nonprofit public benefit law; the disposition of all or substantially all of the assets of the organization; any merger of the organization; any voluntary dissolution of this organization; and any other matters that may properly be presented to members for a vote, pursuant to the organization's articles, bylaws, or action of the board of directors, or by operation of law.”

“The form 990 is prepared by an independent tax accountant in conjunction with the organization's cfo. A draft of the form 990 is reviewed by the cfo and management; adjustments are made, as necessary. A complete copy of the form 990 is provided and approved by the finance committee of the board of directors and provided to the full board of directors prior to filing with the internal revenue service.”

“Calnonprofits has a conflict of interest policy which covers all members of the board of directors and employees. Under the policy, any potential or actual conflict of interest is to be disclosed to the employee's supervisor (in the case of an employee) or to the board of directors (in the instance of the organization's ceo or members of the board of directors). Under the policy, the employee's supervisor or independent members of the board of directors shall determine: (a) if the organization is entering into the transaction for its own benefit; (b) if the transaction is fair and reasonable to the organization at the time; and (c) after reasonable investigation, if it could obtain a more advantageous arrangement with reasonable effort under the circumstances. Such determinations are made by the employee's supervisor or independent members of the board in good faith with knowledge of all material facts concerning the transaction. In the event of a potential or actual conflict involving a board member, a determination is made by a vote of a majority of the directors then in office, without counting the vote of the interested director or directors.”

“Compensation for the organization's ceo and other officers and key employees is established utilizing comparative salary data compiled from other state associations, as well as published nonprofit salary surveys. This information is compiled, reviewed, and approved by the board of directors.”

“The organization's governing documents, conflict of interest policy, and financial statements are made available to the public upon request.”

“Change in value of investment in nac insurance 940,577.”